SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 1999
ANADIGICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25662 22-2582106
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
35 Technology Drive
Warren, New Jersey 07059
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 668-5000
None
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
For the 1999 third quarter, the Company reported a 61% increase in net
sales to $35.5 million, as compared to $22.0 million in the 1998 third quarter.
The Company's strong performance was driven primarily by record sales of
integrated circuits for both wireless and broadband communications applications.
On a year over year basis, wireless sales increased 88%, cable sales improved by
60% and fiber sales were up 39%.
The Company recorded net income of $2.7 million, or $0.16 per diluted
share. Excluding a reversal of $441,000 of previously accrued restructuring
charges related to the Fab 1/Fab 2 transition, EPS was $0.15 per diluted share.
This reversal reflects stronger than expected demand for our products. This
quarter's net income compares very favorably with the break-even results in the
third quarter of 1998.
Excluding special charges, gross margin for the 1999 third quarter
improved to 46.8% from 45.7% in the second quarter of 1999 and 31.2% in the 1998
third quarter. The higher margin is a result of leveraging fixed costs in a
period of robust sales.
Research and development expenses for the 1999 third quarter were $8.3
million, a 91% increase from $4.3 million in the third quarter of 1998 and a 30%
increase from $6.4 million in the second quarter of 1999. The Company announced
in the third quarter of 1999 its intention to accelerate process technology
investments, particularly HBT technology for Wireless Power Amplifiers, and 10
Gbps Fiber applications. Selling and administrative expenses were $5.1 million
for the third quarter, as compared to $3.1 million in the year-ago quarter and
$4.9 million in the second quarter of 1999.
For the nine months ended October 3, 1999, net sales increased 43% to
$91.0 million, as compared to $63.5 million for the 1998 nine-month period. The
Company reported net income, before special charges, of $5.2 million or $0.31
per diluted share for the nine-month period. Including special charges, the
Company reported a net loss for the nine-month period of $1.8 million, or $0.12
per diluted share. Before special charges, the Company reported break even
results for the 1998 nine-month period. Including special charges, the Company
reported a net loss of $5.7 million, or $0.39 per diluted share for 1998.
Except for historical information contained herein, this Form 8K contains
forward-looking statements that involve risks and uncertainties, including, but
not limited to, order rescheduling or cancellation, changes in estimated product
lives, timely product and process development, individual product pricing
pressure, variation in production yield, difficulties in obtaining components
and assembly services needed for production of integrated circuits, change in
economic conditions of the various markets the Company and its customers serve,
as well as other risks detailed from time to time in the Company's reports filed
with the Securities and Exchange Commission, including the report on Form 10-K
for the year ended December 31, 1998 and the Registration Statement on Form S-3
(Registration No. 333-83889). Forward-looking statements can generally be
identified as such because the context of the statement will include words such
as the Company "believes", "anticipates", "expects", or words of similar import.
Similarly, statements that describe the Company's future plans, objectives,
estimates, or goals are forward-looking statements.
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ANADIGICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
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Oct. 3, 1999 Sept. 27, 1998 Oct. 3, 1999 Sept. 27, 1998
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(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net sales $ 35,460 $ 22,041 $ 91,042 $ 63,501
Cost of sales 18,862 21,758 55,011 48,391
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Gross profit 16,598 283 36,031 15,110
Research and development expenses 8,293 4,334 20,260 14,084
Selling and administrative expenses 5,091 3,084 13,834 9,489
Restructuring charge (441)1 1,357 (441)2 2,457
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Operating income (loss) 3,655 (8,492) 2,378 (10,920)
Interest income, net 503 560 1,497 1,785
Provision for litigation settlement 6,925 -
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Income (loss) before income taxes 4,158 (7,932) (3,050) (9,135)
Provision (benefit) for income taxes 1,413 (2,975) (1,253) (3,426)
Net income (loss) $ 2,745 1 $ (4,958) $ (1,797)2 $ (5,709)
================== ==================== ================== ===================
Basic earnings (loss) per share $ 0.18 1 $ (0.34) $ (0.12)2 $ (0.39)
================== ==================== ================== ===================
Weighted average common shares
Outstanding 14,991,987 14,734,430 14,876,40 1 14,719,025
================== ==================== ================== ===================
Diluted earnings (loss) per share $ 0.16 1 $ (0.34) $ (0.12)2 $ (0.39)
================== ==================== ================== ===================
Weighted average common and dilutive
Securities outstanding 16,891,326 14,734,430 14,876,401 14,719,025
================== ==================== ================== ===================
</TABLE>
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(more tables to follow)
(1) Excluding the reversal of the restructuring charge of $441, the Company
reported net income of $2,453 and diluted earnings per share of $0.15
during the third quarter of 1999.
(2) Excluding accelerated depreciation expense of $5,320 (associated with the
planned closing of the Company's existing wafer fabrication facility), the
provision for litigation settlement of $6,925, and the reversal of the
restructuring charge of $441, the Company reported net income of $5,159 and
diluted earnings per share of $0.31 during the nine month period ended
October 3, 1999.
<PAGE>
ANADIGICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amount in thousands, except share and per share amounts)
Assets Oct. 3, 1999 Dec. 31, 1998*
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(unaudited)
Current assets:
Cash and cash equivalents $ 20,868 $ 23,987
Marketable securities 16,486 16,923
Accounts receivables, net 23,518 11,848
Inventory 10,387 8,729
Prepaid expenses and other current assets 4,528 2,531
Insurance settlement receivable 5,325 -
Deferred taxes 5,486 4,345
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Total current assets 86,598 68,363
Marketable securities 6,727 1,486
Property and equipment:
Equipment and furniture 109,763 71,625
Leasehold improvements 27,453 15,717
Projects in process 1,460 34,286
Less accumulated depreciation and 60,331 44,199
amortization ---------- ---------
78,345 77,429
Other assets 1,655 865
Deferred taxes 5,955 5,955
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Total assets $ 179,280 $ 154,098
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 12,423 $ 6,138
Accrued litigation settlement costs 11,876 -
Accrued liabilities 6,202 2,306
Accrued restructuring costs 1,000 1,567
Current maturities of long-term debt 1,000 1,000
Current maturities of capital lease 164 229
obligations
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Total current liabilities 32,665 11,240
Capital lease obligations, less current portion 67 183
Other long-term liabilities 1,354 868
Long-term debt, less current portion 3,250 4,000
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Total liabilities 37,336 16,291
Stockholders' equity
Common stock, $0.01 par value,
68,000,000 shares
Authorized, 15,110,741 and
14,738,356, issued and outstanding
at October 3, 1999 and
December 31, 1998, respectively 151 147
Additional paid-in capital 166,243 160,215
Accumulated deficit (24,395) (22,598)
Accumulated other comprehensive (55) 43
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Total stockholders' equity 141,944 137,807
Total liabilities and stockholders' equity $ 179,280 $ 154,098
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The condensed balance sheet at December 31, 1998 has been derived from the
audited financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANADIGICS, INC.
Date: October 25, 1999 By: /s/ A.P. Savadelis
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Name: A.P. Savadelis
Title: Treasurer
